June 18, 2021

Financial Reporting for SPAC Warrants: So Far, Most Take Conservative Approach

Earlier this month, John blogged about a view of how to structure SPAC warrants to permit them to be classified as equity for financial reporting purposes. This followed the joint statement by Corp Fin leadership that SPAC warrants may need to be classified as liabilities. Although this path forward has emerged, according to reporting from Bloomberg, most SPACs that have gone public in the time since Corp Fin’s statement have taken a more conservative approach and stuck with classifying warrants as liabilities. Here’s an excerpt:

The majority of the almost three dozen special purpose acquisition companies that went public since the Securities and Exchange Commission’s market-jolting accounting announcement in mid-April are sticking to what they know: the same investor terms and incentives they used prior to the SEC’s warning. This means less favorable accounting that produces swings in earnings.

Twenty four of the 34 SPACs that raised money through public offerings included warrants — incentives that let investors buy shares at a fixed price in the future—with terms that require them to be accounted for as liabilities on their balance sheets. Nine offered no warrants at all and one blank-check company structured its warrants so they would be classified as equity, securities filings show.

The article does say though things may start to change and cites an example of a company planning to issue warrants and account for them as equity. For now, most companies appear to be sticking with a less risky path and it’ll likely take some time to see whether the pace picks up with more companies dipping their toes in the water and structuring SPAC warrants to classify them as equity.

– Lynn Jokela